[SCHEDULE 13G] OCEANEERING INTERNATIONAL INC Passive Investment Disclosure (>5%)
State Street Reports 5.1% Stake in Oceaneering
State Street Corporation reported beneficial ownership of 5,034,196 shares of Oceaneering International Inc. common stock, representing 5.1% of the class.
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State Street Corporation reported beneficial ownership of 5,034,196 shares of Oceaneering International Inc. common stock, representing 5.1% of the class. The filing lists shared voting power of 4,758,891 shares and shared dispositive power of 5,034,196 shares, with the report signed on 05/12/2026.
Insights
Large passive holder reports a just-above-5% stake in OII.
State Street Corporation's Schedule 13G lists beneficial ownership of 5,034,196 shares and a 5.1% stake as of the filing. The report attributes shared voting power of 4,758,891 and shared dispositive power of 5,034,196.
The filing classifies multiple State Street advisor entities under Item 7. This is a disclosure of position size rather than an active corporate action; subsequent filings would show any changes.
Key Figures
Beneficially owned:5,034,196 sharesPercent of class:5.1%Shared voting power:4,758,891 shares
3 metrics
Beneficially owned5,034,196 sharesAmount beneficially owned reported in Item 4
Percent of class5.1%Percent of class reported in Item 4
Shared voting power4,758,891 sharesShared power to vote reported in Item 4
Key Terms
Schedule 13G, Beneficial ownership, Shared dispositive power
3 terms
Schedule 13Gregulatory
"Item 1(a) and header identifying the form type"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared dispositive powerregulatory
"Item 4(iv) 'Shared power to dispose or to direct the disposition of: 5,034,196'"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does State Street (OII) report owning?
State Street reports beneficial ownership of 5,034,196 shares of Oceaneering common stock, representing 5.1% of the class. The filing lists shared voting power of 4,758,891 and shared dispositive power of 5,034,196.
Who at State Street signed the Schedule 13G for OII?
Elizabeth Schaefer, identified as Senior Vice President, Chief Accounting Officer, signed the Schedule 13G. The signature block in the filing shows the report date as 05/12/2026 and the issuer is listed as Oceaneering International Inc.
Does the filing show sole voting or dispositive power over OII shares?
No. The filing reports 0 shares of sole voting power and 0 shares of sole dispositive power. All listed authority is shared: 4,758,891 voting and 5,034,196 dispositive, per Item 4 of the form.
Which State Street entities are named in the filing?
The filing lists multiple State Street adviser entities under Item 7, including SSGA Funds Management, Inc., State Street Global Advisors Europe Limited, and others. These entities are identified as parties through which the position is held.
Is this Schedule 13G indicative of active control of Oceaneering?
A Schedule 13G reports beneficial ownership but does not itself indicate control actions. The filing shows a 5.1% stake held via State Street adviser entities; it is a disclosure of position rather than a corporate control filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
OCEANEERING INTERNATIONAL INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
675232102
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
675232102
1
Names of Reporting Persons
STATE STREET CORPORATION
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,758,891.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,034,196.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,034,196.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
OCEANEERING INTERNATIONAL INC
(b)
Address of issuer's principal executive offices:
5875 NORTH SAM HOUSTON PARKWAY WEST, SUITE 400, HOUSTON, TEXAS, 77086
Item 2.
(a)
Name of person filing:
STATE STREET CORPORATION;
(b)
Address or principal business office or, if none, residence:
ONE CONGRESS STREET, SUITE 1, BOSTON MA 02114, UNITED STATES
(c)
Citizenship:
MA
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP Number(s):
675232102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
5034196.00
(b)
Percent of class:
5.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
4,758,891
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
5,034,196
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
NOT APPLICABLE
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
SSGA FUNDS MANAGEMENT, INC. (IA);STATE STREET GLOBAL ADVISORS EUROPE LIMITED (IA);STATE STREET GLOBAL ADVISORS LIMITED (IA);STATE STREET GLOBAL ADVISORS TRUST COMPANY (IA);STATE STREET GLOBAL ADVISORS, LTD. (IA);
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
NOT APPLICABLE
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
NOT APPLICABLE
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
